A recent Delaware Court of Chancery decision identified more than 21 reasons why an LLC is not purely a creature of contract. Hassanein v. NTO Fund I, LLC, C.A. No. 2025-0299-DH (JTL) (Del. Ch. August 4, 2026), is noteworthy for several reasons, such as: providing an illustrative, but not exclusive, list of reasons, with
Francis G.X. Pileggi
Chancery Allows Counter-Counterclaims
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for allowing an unusual procedural vehicle as a reply to counterclaims, as well as featuring an unusual initial retort to the counter-counterclaims, in the context of an intricate series of claims between and among parties involved in a dispute about the ouster an initial investor of…
Delaware Offers Faster Corporate Filings Services Than Texas
By Francis Pileggi on
Posted in Commentary
Voluminous commentary addresses the substantive differences between Delaware and Texas corporate law. Less attention is given to the practical aspects of the service provided by their respective state agencies that handle filings of corporate documents, and how prompt or “user friendly” they are. Texas recently “upped their game” by providing faster service filing options–but they…
Latest Episode of Delaware Corporate and Commercial Litigation Insights Podcast
By Francis Pileggi on
Posted in Court of Chancery Updates
In Episode 3 of the Delaware Corporate Litigation Insights Podcast, hosts Francis Pileggi & Chauna Abner are joined by Lewis Brisbois partner Aimee Czachorowski to examine three recent Delaware Court of Chancery decisions that every corporate litigator should have on their radar. The trio explore how Delaware courts are approaching forum selection clauses in…
Chancery Awards Fees for Pre-Litigation Errant Conduct
By Francis Pileggi on
Posted in Court of Chancery Updates
Two recent Delaware Court of Chancery decisions awarded fees for errant pre-litigation conduct which makes then noteworthy for that point alone, although there is much else to commend them. In the matter styled Ramadurgam v. Destiny XYZ Inc., C.A. No. 2024-0057-PAF (Del. Ch. July 23, 2026), the court awarded fees for pre-litigation conduct…
Chancery Rejects Prevention Doctrine Argument in Breach of Contract Analysis
By Francis Pileggi on
Posted in Court of Chancery Updates
The less than common excuse for a plaintiff not satisfying a required element of a breach of contract claim known as the prevention doctrine was addressed in the recent Delaware Court of Chancery decision styled World Energy, LLC v. Air Products and Chemicals, Inc., C.A. No. 2025-0912-MTZ (Del. Ch. July 6, 2026). The court…
Tension between U.S. Supreme Court and Hawaii Supreme Court
By Francis Pileggi on
Posted in Other Court Decisions
The U.S. Supreme Court’s decision last month in Wolford v. Lopez, clarified prior U.S. Supreme Court decisions on the proper interpretation of the Second Amendment. Some courts continue to defy the supreme law of the land on this issue.
In the Wolford decision, the country’s highest court admonished the Hawaii Supreme Court that…
Delaware Supreme Court Interprets State Securities Laws
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court recently interpreted issues regarding the enforcement of Delaware state securities laws in Swan Energy, Inc. v. Investor Protection Unit, No. N24C-03-071 (Del. Supr., July 16, 2026). Delaware’s high court distinguished a U.S. Supreme Court decision regarding the availability of jury trials and determined based on the specific facts, claims and…
Latest Podcast Episode on Delaware Corporate Litigation
By Francis Pileggi on
Posted in Court of Chancery Updates
Our latest episode of the Delaware Corporate Litigation Insight podcast is now available. Our guest for this episode is our partner, Sean Brennecke.
We discuss recent decisions of the Delaware Court of Chancery on dissolution of an LLC; whether Delaware or Texas bylaws apply after the recent domestication of Tesla in Texas; as well as…
Chancery’s Deep Doctrinal Dive into the Definition of Voidable v. Void Corporate Acts
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion is required reading for those interested in the important distinction between corporate acts that are void as compared to voidable. In a 100-plus page decision in connection with approving a class action settlement and attorneys’ fees, the Court of Chancery engages in a deep doctrinal dive and scholarly…